Definition for Place of Incorporation

by Marie Huntington; Updated September 26, 2017
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A corporation is a legal entity created by law. Its charter or articles of incorporation verifies its existence in the state of its incorporation. The place of incorporation is its principal place of business, and the address of the place of incorporation can be found in its charter. Also, the names and signatures of the corporationâ??s incorporators are found in its charter.

Description of a Corporation

A corporation is considered a legal person and created by law under state statutes. It can own property, participate in lawsuits and enter into contracts. A corporation can exist without its directors, shareholders and officers. Most corporations are granted a perpetual existence, but the existence of a corporation may be limited in time.

Charter

The corporationâ??s charter is its birth certificate and grant of existence. Therefore, when a state corporation commission approves the charter, the corporation becomes a legal entity. The charter is also called the articles of incorporation. The charter is a formal document that contains the corporate name, address, purpose, duration and structure. It is also a public document. Moreover, the charter may include other provisions, such as the bylaws, classes of shares and the stipulations regarding the transferability of stock.

Incorporators

The incorporators of a corporation formulate the submission of the charter. The charter includes the incorporatorâ??s names and signatures. Although the names of the incorporators are included in the charter, it does not place any liability on the incorporators. A corporation is owned by its shareholders, and therefore, the shareholders can be held liable for the actions of the corporation.

Principal Place of Business

The place of incorporation is the corporationâ??s principal address in the state of its incorporation. It is the corporationâ??s central place of business. However, a corporation may conduct its business in other states. The corporation must be registered with the Secretary of State Office in its state of incorporation. The charter must include the address of the principal office of the corporation.

Purpose of Principal Place of Business

An essential purpose of a corporationâ??s principal place of business or place of incorporation is to provide notice of its location to anyone having business with the corporation. For instance, if anyone intends to file a lawsuit against the corporation, the address and phone number can be obtained in its charter. Also, if the corporation files for bankruptcy, the address of the bankruptcy court can be found where it is incorporated. Additionally, the place of incorporation can be used as the address for service of process of official documents.

About the Author

Marie Huntington has been a legal and business writer since 2002 with articles appearing on various websites. She also provides travel-related content online and holds a Juris Doctor from Thomas Cooley Law School.

Photo Credits

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